TERM NOTE
$5,000,000.00 ________________,
1997
FOR VALUE RECEIVED, on ______________, 2001, the undersigned promise to
pay to the order of NationsBank, N.A. (hereinafter, together with any holder
hereof, called "Holder") at Atlanta, Georgia (or at such other place as the
Holder may designate in writing to the undersigned) the principal amount of
$5,000,000.00 or so much thereof as has been advanced hereunder.
The undersigned shall pay principal and interest as provided in that
certain Loan and Security Agreement between the undersigned and Holder dated
______________, 1997 (the "Loan Agreement").
It is contemplated that the principal sum evidenced by this Note shall
be reduced from time to time, as provided in the Loan Agreement.
This Note is subject to the terms and conditions to the Loan Agreement.
No delay or failure on the part of the Holder in the exercise of any
right or remedy hereunder, under the Loan Agreement, the Security Documents or
at law or in equity, shall operate as a waiver thereof, and no single or partial
exercise by the Holder of any right or remedy hereunder, under the Loan
Agreement, the Security Documents, or at law or in equity shall preclude or
estop another or further exercise thereof or the exercise of any other right or
remedy.
Principal and interest on this Note shall be payable and paid in lawful
money of the United States of America
Time is of the essence of this Note and, in case this Note is collected
by law or through an attorney at law, or under advice therefrom, the undersigned
agrees to pay all costs of collection, including reasonable attorneys' fees
actually incurred if collected by or through an attorney.
The provisions of this Note shall be construed and interpreted and all
rights and obligations of the parties hereunder determined in accordance with
the laws of the State of Georgia.
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IN WITNESS WHEREOF, the undersigned have caused this Note to be
executed, sealed and delivered in Atlanta, Georgia, in their corporate names, by
and through their respective duly authorized officers, as of the day and year
first above written.
ILD TELESERVICES, INC.
Attest: By:________________________________
Name:______________________________
Title:_____________________________
Name:______________________________
Title:_____________________________
[CORPORATE SEAL]
INTELLICALL OPERATOR SERVICES,
INC.
Attest: By:________________________________
Name:______________________________
Title:_____________________________
Name:______________________________
Title:_____________________________
[CORPORATE SEAL]
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